D2C Consulting Services Private Limited including its subsidiaries and affiliates (collectively the entities are referred to as “the Company”) is committed to adhering to the highest standards of ethical and legal conduct of business operations. In line with the Company’s values and Code of Conduct, the business integrity of the Company is not negotiable. It requires its employees to observe high standards of business and personal ethics in conduct of their duties and responsibilities, practice integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. The purpose of the Whistleblower Policy (“Policy”) is to create a fearless environment for the employees to report any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. regarding the Company. It provides a framework to promote responsible and secure whistleblowing. It protects employees and other stakeholders wishing to raise a concern about serious irregularities within the Company.
Scope of the Policy
Various stakeholders of the Company are eligible to make Protected Disclosures (as defined hereunder) under the Policy. These stakeholders may fall into any of the following broad categories:
- Directors, officers, employees (whether permanent, fixed-term or temporary), trainees, seconded staff, casual workers, volunteers and interns of the Company (collectively referred to as “Company Personnel”);
- Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other locations;
- Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company;
- Clients of the Company;
- Any other person having an association with the Company.
A person belonging to any of the above-mentioned categories can avail of the channel provided by this Policy for raising an issue covered under this Policy.
The Policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company.
- “Disciplinary Action” means any action that can be taken on the completion of /during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
- “Good Faith” - Any person shall be deemed to be communicating in “good faith” if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the person does not have personal knowledge on a factual basis for the communication or where the person knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
- “Complaint” means a concern raised by a written communication by an Employee for any grievance that is personal in nature to the complainant and does not affect others.
- “Protected Disclosure” means a concern raised by a written communication made in Good Faith that discloses or demonstrates information that may evidence unethical or improper activity. Disclosures should be factual and not speculative in nature and should usually involve a risk to others and the person blowing the whistle may not be directly, personally affected by such activity.
- “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.
- “Whistleblower” means a person or an entity who makes a Protected Disclosure under this Policy.
- “Whistleblower Officer” or “Committee” means an officer or committee of persons who is/are nominated/appointed to independently conduct detailed investigation to assess the concerns raised by the Whistleblower.
This Policy aims to:
- provide a mechanism for raising serious and sensitive concerns;
- ensure that such concerns are treated seriously and appropriately; and
- re-assure that any person raising a serious concern in good faith will be protected from reprisals or retaliation.
The Policy neither releases employees from their duty of confidentiality in the course of their work nor is it a route for taking up a grievance about a personal situation.
The Whistleblower Policy is meant for serious and sensitive concerns that could have an adverse impact on the operations and performance of the business of the Company, and which due to the nature of the concern cannot be reported through normal reporting line, such as:
- Unlawful activity (including violation of law) whether criminal, civil or regulatory;
- Abuse of authority;
- Breach of contract;
- Manipulation of Company data/ records;
- Financial irregularities including fraud or suspected fraud, embezzlement, deficiencies in internal control or deliberate error in preparation of financial statements or misrepresentation of financial reports (for example accounting manipulation, noncompliance with internal controls procedures, misappropriation of assets or fraudulent statements);
- Bribery or corruption (for example conflicts of interest, bribery, sponsorships & donations, gifts or facilitation payments);
- Pilferation or misappropriation of the Company’s assets, funds or confidential / propriety information;
- Breach of Company’s policies or failure to implement or comply with any approved Company policies;
- Unlawful gains arising out of Company’s resources;
- Violation of competition laws (for example price fixing, exchange of price sensitive information, collusion with competitors);
- Serious endangerment to the environment, health and safety;
- Activities, which otherwise by law, treaty or agreement amount to serious improper conduct (for example discriminatory practices, use of child labour, human rights violations); and
- Information tending to show any matter falling within any one of the preceding paragraphs has been, is being or is likely to be deliberately concealed.
This Policy relies upon the reasonable belief of staff and it should not be a route for raising malicious or unfounded allegations against Company Personnel. Complaints will be handled under the Company’s grievance procedures.
- To ensure that this Policy is adhered to, and to assure that the Whistleblower’s concern will be acted upon seriously, the Company will:
- Ensure that the Whistleblower and / or the person(s) processing the Protected Disclosure is not victimized, discharged, demoted, threatened, harassed or retaliated for doing so;
- Treat such victimization as a serious matter including initiating Disciplinary Action against person(s) causing or allowing such victimization;
- Ensure complete confidentiality of the name of the Whistleblower, all reports and records associated with the Protected Disclosure, except to the extent necessary to conduct a complete and fair investigation;
- Not attempt to conceal evidence of the Protected Disclosure;
- Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made / to be made; and
- Provide an opportunity of being heard to the persons involved especially to the Subject.
Whistleblowers must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified.
Protected Disclosures expressed anonymously will ordinarily NOT be investigated.
Management Action on False Disclosures
- While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
- Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with a mala-fide intention.
- Whistleblowers, who make any Protected Disclosures, which have been subsequently found to be mala-fide, frivolous, false, malicious or without any factual substance shall be liable to be prosecuted under Company’s Code of Conduct.
- Further, this Policy may not be used as a defence by a Company Personnel against whom an adverse action has been taken, independent of any whistleblowing and for legitimate reasons or cause under the Company’s rules and policies.
However, no action will be taken against anyone who makes an allegation in Good Faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation.
Responsibility of Whistleblower
The Whistleblower has the following responsibilities under this Policy:
- Bring to the early attention of the Company any improper practice they become aware of;
- Although the Whistleblower is not required to provide proof, he must have sufficient cause for concern. Delay in reporting may lead to loss of evidence and also lead to financial loss for the Company;
- Avoid anonymity when raising a concern;
- Follow the procedures prescribed in this Policy for making a Protected Disclosure;
- Co-operate with investigating authorities, maintaining full confidentiality;
- The intent of the Policy is to bring genuine and serious issues to the fore and it is not intended for petty Disclosures. Malicious allegations by employees may attract disciplinary action;
- A Whistleblower has the right to protection from retaliation. But this does not extend to immunity for involvement in the matters that are the subject of the allegations and investigation;
- Maintain confidentiality of the subject matter of the Disclosure and the identity of the persons involved in the alleged malpractice. It may forewarn the Subject and important evidence is likely to be destroyed; and
- In exceptional cases, where the Whistleblower is not satisfied with the outcome of the investigation carried out by the Whistleblower Officer or the Committee, he / she can make a direct appeal to the CEO of the Company.
Responsibilities of Whistleblower Officer and Committee
The following are the key responsibilities of the Whistleblower Officer and Committee while discharging their duties under this Policy:
* Conduct the enquiry in a fair, unbiased manner;
* Ensure complete fact-finding;
* Maintain strict confidentiality;
* Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom;
* Recommend an appropriate course of action - suggested Disciplinary Action, including dismissal, and preventive measures; and
* Record Committee deliberations and document the final report.
Process of Investigation
- A Whistleblower can make a Protected Disclosure in writing to the Whistleblower Officer, as soon as possible but not later than 30 consecutive days after becoming aware of the same. Such reports should be factual rather than speculative and must contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures.
- The Whistleblower must mention his / her name, address and contact details (employee code in case the Whistleblower is an employee of the Company) while communicating a Protected Disclosure. Complaints expressed anonymously WILL NOT BE investigated. It will also provide a brief description of the alleged malpractice along with the names of those alleged to have committed the malpractice.
- Letters can be submitted by hand delivery, courier or by post addressed to the Whistleblower Officer of the Company. Disclosures via emails can be sent to the Whistleblower Officer at firstname.lastname@example.org. Whilst, a Protected Disclosure should normally be submitted to the Whistleblower Officer, it may also be submitted directly to COO (via email as well), when the Whistleblower feels it necessary under the circumstances.
- The Whistleblower Officer shall acknowledge receipt of the Protected Disclosure within 7 days of receipt of such disclosure and conduct an initial enquiry.
- If initial enquiries by the Whistleblower Officer indicate that the complaint has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision will be documented.
- Where initial enquiries indicate that further investigation is necessary, this will be carried out either by the Whistleblower Officer or by a Committee nominated by the Whistleblower Officer for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without the presumption of guilt.
- Name of the Whistleblower shall not be disclosed to the Committee unless required for the purpose of investigation.
- Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
- The investigation may involve the study of documents and interviews with various individuals. Any person required to provide documents, access to systems and other information by the Whistleblower Officer or Committee for the purpose of such investigation shall do so. Individuals with whom the Whistleblower Officer or Committee requests an interview for the purposes of such investigation shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose. The investigation may involve appointment of an external agency or seeking of external legal or expert view wherever the Whistleblower Officer / Committee thinks it necessary.
- The Whistleblower Officer / Committee shall:
- Make a detailed written report of the Protected Disclosure. The report will include: e
- Facts of the matter;
- Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
- Whether any Protected Disclosure was raised previously against the same Subject;
- The financial / otherwise loss which has been incurred / would have been incurred by the Company;
- Findings of Whistleblower Officer / Committee;
- The recommendations of the Whistleblower Officer / Committee on Disciplinary Action / other action/(s).
- Finalise and submit the report to the Whistleblower Officer within 60 days of being nominated /appointed unless more time is required under exceptional circumstances.
- On submission of the report, the Committee shall discuss the matter with the Whistleblower Officer who shall either:
- In case the Protected Disclosure is proved, accept the findings of the Committee and take such Disciplinary Action as he may think fit and preventive measures to avoid reoccurrence of the matter, after providing the Subject with a reasonable opportunity of being heard;
- In case the Protected Disclosure is not proved, extinguish the matter; or o Depending on the seriousness of the matter, the Whistleblower Officer may refer the matter to the Committee of Directors with proposed Disciplinary Action / counter measures. The Committee of Directors, if thinks fit, may further refer the matter to the Board of the Company with its recommendations. The Board of the Company may decide the matter as it deems fit.
- In exceptional cases, where the Whistleblower is not satisfied with the outcome of the investigation and the decision, he / she can make a direct appeal to the COO of the Company.
- If the malpractice constitutes a criminal offence, the Whistleblower Officer will bring it to the notice of the COO and take appropriate action including reporting the matter to the police.
A flow chart of the key steps involved in the investigation process under the Policy is provided in Annexure II.
- No unfair treatment will be meted out to a Whistleblower by virtue of his / her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against the Whistleblower. Complete protection will, therefore, be given to a Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behaviour or the like including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistleblower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure, etc.
- The identity of the Whistleblower shall be kept confidential.
- Any other Company Personnel assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistleblower.
- If a Whistleblower faces any retaliatory action or threats of retaliatory action as a result of making a Protected Disclosure, he / she shall inform the Whistleblower Officer in writing immediately. The Whistleblower Officer will take cognizance of each and every such complaint / feedback received and investigate the same accordingly and may also recommend appropriate steps to protect you from exposure to such retaliatory action and ensure implementation of such steps for his / her protection.
The Whistleblower, the Subject, the Whistleblower Officer and everyone involved in the investigation process shall:
* Maintain complete confidentiality / secrecy of the matter;
* Not discuss the matter in any informal/social gatherings / meetings; and
* Discuss only to the extent or with the persons required for the purpose of completing the process and investigations
* Not keep the papers relating to such investigation unattended anywhere at any time; and
* Keep the files in relation to such investigation under encryption / password.
If anyone is found not complying with the above, he / she shall be held liable for such disciplinary action as is considered fit.
A quarterly status report on the total number of complaints received during the period under this Policy, with the summary of the findings of the Whistleblower Officer and the corrective actions taken will be sent to the Board of the Company.
The Company will review the effectiveness of and adherence to this Policy and the steps taken to implement it and report the same to the Board of the Company on an annual basis.
Compulsory training will continue to be provided to staff on an annual basis so that they are aware of this Policy and their obligations under the Policy.
An Annual Declaration by Employees under the Code of Conduct & Ethics Policy of the Company will also entail their acceptance, understanding and adherence to this Policy.
The Company shall maintain documentation of all Protected Disclosures under this Policy. The documentation shall include any written submissions provided, any other documents identified in the complaint or by the Company as relevant to the complaint, a summary of the date and manner in which the complaint was received by the Company and any response by the Company to the complainant. All such documentation shall be retained by the Company for a minimum of five (5) years or such other period as specified by any other law in force, whichever is more, from the date of receipt of the complaint. Confidentiality will be maintained to the extent reasonably practicable depending on the requirements and nature of the investigation, as indicated above. Lastly, the Company will take Disciplinary Action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made.
Interpretation of the Policy
The Company is entitled to amend, suspend or rescind this Policy at any time. Whilst, the Firm has made best efforts to define detailed procedures for implementation of this Policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the Policy. The Company may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy and further the objective of good corporate governance. The Company shall also review this policy on a periodic basis and atleast once every year and shall notify the employees of any changes to this Policy.
For Internal use only.